On The Defects Of Shareholder General Meeting's Resolutions And Their Remedy

The general meeting of shareholders, which is the supreme power organ of joint-stock company and the important platform for shareholders to exercise their rights exercises its rights in way of resolution. The general meeting of shareholders is also the place and the way that shareholders put their will on the company to achieve their right of management to the company. The procedures of General meeting of shareholders'resolution must abide by laws and the certificate of incorporation if the certificate has already set the rules. These procedures are set to guarantee the resolution fair and just, to safeguard shareholders'rights. If the procedures are violated, the resolution will be negatively judged by law owing to its procedural flaws. The content of resolution must comply with laws and the certificate of incorporation as well, otherwise the effect of resolution will be negatively judged by law because of its content flaws. If the resolution has procedural and content flaws, how to remedy is of great significance of theory and practice. Chinese Company Law has made some remedies for the flaws of resolution, but comparing to the advanced experience of other countries and districts, it still needs to be furtherly perfected.This dissertation discusses the classifications of flaws of resolution, and analyzes the effects of resolution with flaws, then researches the remedies of the flaws. Last part puts forward some suggestion perfect our remedy system of flaws. This thesis contains mainly three parts.The first part discusses the classification of defects, involving procedural and content defects, analyzes the effects of the resolution with defects. The effect caused by the defects has three types: invalid, revocable and nonexistent. The analysis of defective resolution'effect is the premise to remedy the flaws of resolution.The second part discusses the ways of remedying the defects. Generally, there are two types of remedy: nonjudicial and judicial. The former includes the exemption of convening procedure, withdrawal of resolution and confirmation of resolution; the latter includes the lawsuit of invalid resolution, revocable resolution and nonexistent resolution. This part discusses nonjudicial remedy about the condition of application, sphere of application, and the form of application; discusses judicial remedy about the persons involved in lawsuit, cause of action, period of suing, and legal consequence. The third part is, in connection with deficiency of the present defect and remedy system, about the suggestion perfecting the defect and remedy system in our country. The provision about the defect and remedy system of resolution is mainly reflected in the clause of twenty-two, but it has deficiency on the legal consequence and remedy of defective resolution. This part puts forward the suggestion perfect the deficiencies. The suggestion contains: perfect the classification of legal consequence of defective resolution; establish the nonjudicial remedy system of revocable resolution; perfect the judicial remedy system.